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251229.mbx T R O U B L E D C O M P A N Y R E P O R T E R L A T I N A M E R I C A Monday, December 29, 2025, Vol. 26, No. -1 Headlines A R G E N T I N A VICENTIN SAIC: Grassi Clears Hurdle to Take Over Distressed Firm B R A Z I L BANCO C6: Fitch Publishes 'BB-/B' Issuer Default Ratings COSAN SA: Fitch Affirms 'BB' IDR & Alters Outlook to Negative PRUMO PARTICIP: Moody's Affirms Ba2 Rating on $350MM Sr. Sec. Notes C H I L E AUTOMOTORES GILDEMEISTER: Completes Exchange Offer With High Uptake C O L O M B I A COLOMBIA: Fitch Lowers LongTerm Foreign Currency IDR to 'BB' J A M A I C A JAMAICA: Moody's Ups Issuer Rating to Ba3, Alters Outlook to Stable P U E R T O R I C O ERC MANUFACTURING: Creditors to Get Proceeds From Liquidation GOLDEN TRIANGLE: Unsecureds Will Get 100% of Claims in Plan U R U G U A Y HDI SEGUROS: Moody's Affirms 'Ba1' IFS Rating, Outlook Stable - - - - - ================= A R G E N T I N A ================= VICENTIN SAIC: Grassi Clears Hurdle to Take Over Distressed Firm ---------------------------------------------------------------- Jonathan Gilbert at Bloomberg News reports that Grassi SA cleared what could be the last hurdle to take over distressed exporter Vicentin SAIC, whose assets include a significant stake in the world's biggest soybean crushing plant. Judge Fabian Lorenzini dismissed objections led by a Louis Dreyfus Co venture against the deal that Grassi struck with a majority of creditors holding US$1.3 billion of defaulted debt from Vicentin, according to Bloomberg News. If finalised, the restructuring could mark the end of a six-year bankruptcy case that upended Argentina's multibillion-dollar soy industry. The deal was made in a "cramdown" phase of the Chapter 11-style bankruptcy protection, where outside bidders could compete - by all accounts the first such bidding process in Argentine corporate history, Bloomberg News relays. Rosario-based brokerage Grassi – led by Chief Executive Officer Mariano Grassi, whose father Hugo helped build the firm and heads the board – has a matter of days to come up with a timeline to execute the restructuring, the judge said in a resolution, Bloomberg News relays. It is also taking steps to start re-organising Vicentin, which has managed to stay afloat through the Chapter 11 thanks to tolling arrangements at its plants, Bloomberg News discloses. To be sure, Louis Dreyfus and local partner Molinos Agro SA, which competed as a joint venture in the cramdown, still have the right to appeal Judge Lorenzini’s ruling to dismiss their objections, which could extend the legal battle, Bloomberg News says. Vicentin was run by a family dynasty that faced the might of global commodity trading houses to become Argentina's top exporter of soy meal and vegetable oil, Bloomberg News relays. That all unravelled in 2019 as it left itself exposed to one of the country's notorious currency runs, Bloomberg News says. In a statement, Grassi said it would immediately be transferred Vicentin's shares, adding: "We take on this challenge with deep conviction, great enthusiasm, and complete confidence in our experience, in the capabilities of our people, and in all the valuable human resources that Vicentin still retains today," Bloomberg News relays. Grassi has held talks to bring in Cargill Inc and Bunge Global SA as partners to help manage international trading operations. Bunge's role would be focused on the Timbues soy processing plant, the biggest in the world, where it has a 67-percent stake, Bloomberg News discloses. Vicentin owns the other 33 percent. "We are already working with our commercial partners to ensure trading channels and financing," Grassi said in the statement obtained by Bloomberg News Vicentin, which entered bankruptcy protection five years ago after a US$1.5-billion default, owns a 33 percent stake in the world's biggest soy-processing plant in Rosario, Argentina, Bloomberg News says. =========== B R A Z I L =========== BANCO C6: Fitch Publishes 'BB-/B' Issuer Default Ratings -------------------------------------------------------- Fitch Ratings has published Banco C6 S.A. a first-time Foreign- and Local-Currency Long-Term Issuer Default Rating (IDR) of 'BB-' and Foreign- and Local-Currency Short-Term IDR of 'B'. The Rating Outlook is Stable. Fitch has also published a Viability Rating (VR) of 'bb-' and a Government Support Rating (GSR) of 'ns' (No Support). Key Rating Drivers Ratings Driven by Intrinsic Profile: C6's IDRs and National Ratings are driven by its intrinsic strength, as reflected in its 'bb-' VR. C6's ratings are underpinned by strong franchise expansion following the capital injection agreed with JP Morgan Chase (JPM), one of its main shareholders, in 2021; retail funding above domestic peers; and comfortable liquidity. The ratings also consider C6's ambitious expansion plan which, despite challenges in the operating environment, is well structured by its experienced management and strengthened by the strategic agreement with JPM. Stable Operating Environment: Fitch expects C6 to continue generating business volumes at acceptable risk levels, underpinned by the agency's 'bb'/Stable Operating Environment (OE) assessment for Brazilian banks. The OE is informed by core metrics that reflect Brazil's sustained economic recovery and resilient banking sector performance. Key indicators — Operational Risk Index (ORI) and GDP per capita — are broadly stable, helping preserve operating conditions for banks. Strengthening Business Profile: C6 business profile score of 'bb' aligns with its implied category score. C6 has been successful in its expansion strategy and consolidation as a meaningful bank within the national financial system. As of June 2025, it ranked 13th in loans and deposits. Fitch notes a positive trend in C6's business profile, characterized by strong customer monetization and revenue diversification, reflected in sustainable increases in profitability metrics and results. In June 2025, the bank reported annualized total operating income of approximately USD1.4 billion, versus USD591 million on average between 2021 and 2024. Well-Managed Risk Profile: C6 risk profile score of 'bb-' reflects the fact that it being closely monitored by Fitch, given strong balance sheet growth and the macroeconomic backdrop. While more recent credit vintages exhibit better asset quality, credit risk remains a point of concern. Market risk exposure, particularly interest rate risk, and the sensitivity of shareholders' equity to moderate rate shocks are effectively managed and remain at controlled levels. Profitability Gains: The bank's earnings and profitability score of 'b+' showcases significant profitability advances, supported by scale gains in products and services, monetization of the client base, and cost structure optimization with a meaningful improvement in efficiency ratios. In June 2025, the bank's operating profit was BRL1.4 billion, versus BRL1.6 billion in 2024. This translates into an operating profit/risk-weighted assets ratio of 5.4%, compared with 3.6% in 2024 and -5.4% in 2023. Fitch expects C6 to continue to refine its business model while maintaining strong profitability metrics. Adequate Asset Quality: C6 asset quality score of 'bb-' is above the 'b and below' implied category, as Fitch believes C6's delinquency ratios will remain stable and improve gradually over the coming years. At YE 2024, C6's impaired loans ratio (loans classified between 'D-H', per Brazilian Central Bank risk scale) was 4%, versus 4.9% in 2023. In June 2025, Stage 3 loans (per Bacen Resolution 4,966) accounted for 4.6% of total loans. The ratio of loans past due over 90 days (nonperforming loans [NPLs]) declined to 2.6% in 2024 from 3.4% in 2023. From January 2025, this metric has been affected by changes in accounting standards and the absence of charge-offs after 360 days and reached 3.2% in June this year. Excluding this change, and adjusting the metric, the ratio fell to 2.1%. In Fitch's view, loan loss coverage, together with a solid share of collateralized lending, is adequate to absorb volatility in delinquencies, which should remain at moderate levels. Capitalization Sensitive to Growth and Profitability: The bank's capitalization and leverage score of 'b+' incorporates that C6's capitalization remains adequate relative to regulatory requirements but continues to be slightly below those of domestic peers, reflecting its track record of accelerated loan growth and recent record of positive results. The common equity Tier 1 (CET1) ratio was 8.93% in June 2025, above the 7.0% regulatory minimum but with limited buffer against potential shocks. Over the same period, the bank's Tier 1 capital ratio was 10%, and its total capital (Basel) ratio was 13.7%. Granular Funding and Comfortable Liquidity: The funding and liquidity score of 'bb-' highlights its funding and liquidity structure as a rating strength. The high share of retail deposits (60% of which are sourced via the bank's own digital platform) contributes to greater granularity, lower costs, and stability of its funding profile compared with domestic peers that are more dependent on institutional channels. C6 exhibits comfortable liquidity. In June 2025, liquid assets totaled BRL5.1 billion, while the loans/deposits ratio was 87% for the same period. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The ratings could be downgraded if C6 experiences a material deterioration in asset quality or if the operating profit-to-risk-weighted assets ratio falls below 1.25%, combined with substantial and permanent reductions in the bank's cash position or capital. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upside for the ratings is limited in the short term. In the long term, more robust regulatory capitalization metrics, with the CET1 ratio consistently above 10%, alongside sustained profitability and asset quality without a significant loosening of risk appetite, would be positive for the ratings. Given the importance of ordinary support from JPM for C6's VR, any strengthening of the linkage between the two— such as an increase in JPM's ownership stake or becoming the majority shareholder—could enhance Fitch's view of JPM's likelihood and propensity to provide support if needed and may be supportive of an upgrade. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS Government Support Rating C6's GSR of "No Support" (ns) indicates that there is no reasonable expectation of support being provided by the government. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES Government Support Rating Sensitivities C6's GSR of 'ns' is sensitive to changes in Fitch's assessment about the ability and/or propensity of the sovereign to provide timely support to the bank, and would only be likely to occur with a significant increase in the bank's systemic importance. VR ADJUSTMENTS The Asset Quality score of 'bb-' is above the 'b and below' category-implied score due to the following adjustment reason: historical and future developments (positive). Date of Relevant Committee December 8, 2025 RATINGS ACTION Banco C6 S.A. LT IDR BB- Publish ST IDR B Publish LC LT IDR BB- Publish LC ST IDR B Publish Viability bb- Publish Government Support ns Publish COSAN SA: Fitch Affirms 'BB' IDR & Alters Outlook to Negative ------------------------------------------------------------- Fitch Ratings has affirmed Cosan S.A.'s Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) at 'BB' and its National Scale Rating at 'AAA(bra)'. Fitch has also affirmed all cross-border debts unconditionally and irrevocably guaranteed by Cosan at 'BB' and its unsecured debentures at 'AAA(bra)'. The corporate Rating Outlook is revised to Negative from Stable. The Negative Outlook reflects Cosan's elevated leverage and continued reliance on divestments to structurally reduce pressure on its financial profile. Fitch views the recent follow-on completion as a helpful step that reduces indebtedness and provides Cosan with additional flexibility to implement its portfolio divestment strategy over time. The company still needs to further deleverage, and successful execution of asset sales remains critical for aligning its leverage and coverage metrics with its ratings. Key Rating Drivers Follow-On Provides Temporary Relief: The BRL 10.5 billion follow-on completion provides relief to Cosan as it advances its divestment strategy, aiming to deleverage the company over the next three years. Fitch's base case scenario of Cosan's moderate net loan-to-value (LTV) of approximately 40%-50% and limited FFO interest coverage near 1.0x, post-debt prepayment, remain weak relative to its rating and underscore the need for further deleveraging. However, the company's high-quality asset portfolio and lack of debt maturities over the next three years provide flexibility to execute planned divestments. Improving Free Cash Flow: Fitch projects that Cosan will report negative FCF of approximately BRL 2.5 billion in 2025, driven by high interest payments. Fitch said, "We expect FCF to be slightly positive in subsequent years, supported by declining debt levels and lower interest rates. Fitch's base case assumes annual average dividend upstream of BRL 2.3 billion to Cosan, primarily from Compass and Rumo, and no dividends distributed by Cosan. Dividend upstream is expected to remain in line with interest payments, which is critical for the company's ability to manage its indebtedness over the coming years." Enhanced Ownership Structure: Cosan's ownership structure after follow-on added minority financial investors (BTG Holding and Perfin Infra), while maintaining the existing controlling shareholder, is positive for its credit quality, considering potential improved market access and governance oversight. Fitch expects Cosan to adopt a more disciplined investment approach, aligned with its portfolio divestment strategy, to further support deleveraging efforts. Fitch's rating case does not assume any asset acquisitions within the rating horizon, which helps mitigate execution risks. Diverse and High-Quality Asset Portfolio: Cosan's diversified and robust asset portfolio is a key strength underpinning its ratings. The group's subsidiaries are market leaders across non-integrated segments including sugar and ethanol production, fuel and lubricants distribution, railway operations, and natural gas distribution. Fitch assesses the overall credit quality of Cosan's weighted portfolio as consistent with a 'BB' rating level. Peer Analysis Cosan's ratings compare unfavorably with Votorantim S.A.'s (VSA; IDRs BBB/Stable and National Scale Rating AAA(bra)/Stable), one of Latin America's largest industrial conglomerates. VSA has a diversified business portfolio, strong market position in the industries it participates and geographic diversification with strong operations in the Americas. Cosan's assets are primarily located in Brazil, with a representative share of its cash flow generation capacity in the more volatile S&E business. Cosan is in a weaker position regarding financial structure compared with VSA that presents low leverage and conservative financial profile. Cosan's credit profile is similar to KUO S.A.B. de C.V. (KUO; IDRs BB/Positive), a Mexican group with diversified business portfolio in the consumer, automotive and chemical industries. KUO is exposed to volatility in product demand and input costs across its business units. Fitch expects KUO's net leverage level to be lower compared to expectations for Cosan. Compared with India-based Oil and Natural Gas Corporation Limited (ONGC; IDRs BBB-/Stable), the notching difference from Cosan reflects ONGC's status as India's largest oil and gas producer, with significant reserves and production, and a vertically integrated, geographically diversified business model. ONGC's ratings are constrained by its status as a government-related entity owned by the state of India. Fitch’s Key Rating-Case Assumptions -- Follow on of BRL10.5 billion in the 4Q2025 and subsequent BRL10 billion debt prepayment; -- Annual upstream of resources received from subsidiaries of BRL2.7 billion in 2025 and annual average of BRL2.2 billion in 2026-2028; -- No dividends distribution; -- BRL500million of equity injection at Raízen in 2026; -- No asset sales. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/ Downgrade -- Recurrent net and gross LTV ratios above 50% and 55%, respectively and FFO interest coverage below 1.0x; --Failure to prepay debt from divestments. --Fitch's perception of Cosan's weaker financial flexibility. Factors That Could, Individually or Collectively, Lead to Positive Rating Action/ Upgrade --An Outlook revision to Stable would be linked to strengthened LTV ratios and financial flexibility above Fitch's estimates in addition to debt prepayment from divestments. Liquidity and Debt Structure The follow on strengthened Cosan's financial flexibility temporary and is an important consideration for its ratings. Its extended amortization schedule also mitigates refinancing risks as next principal amortization is only in 2028. The holding company's adjusted debt of BRL 29 billion by the end of September 2025 should reduce to around BRL19 billion until mid-2026 as Cosan prepays debt with follow on proceeds. The debt prepayment is likely to incorporate amortizations between 2028-2030 and lower average debt coupon rate going forward. By the end of September 2025, the holding company's adjusted cash and marketable securities balance was high at BRL3.5 billion. Fitch assumes Cosan will maintain adequate liquidity of above BRL 1.5 billion over the next three years. Issuer Profile Cosan S.A is the holding company of the Brazilian conglomerate with presence in sugar and ethanol, natural gas, railroad operations and distribution of fuels & lubricants segments. The group is controlled by Mr. Rubens Ometto with 21.3% ownership. RATINGS ACTION Rating Prior ------ ----- Cosan Luxembourg S.A. senior unsecured LT BB Affirmed BB Cosan Overseas Limited senior unsecured LT BB Affirmed BB Cosan S.A. LT IDR BB Affirmed BB LC LT IDR BB Affirmed BB Natl LT AAA(bra) Affirmed AAA(bra) senior unsecured Natl LT AAA(bra) Affirmed AAA(bra) PRUMO PARTICIP: Moody's Affirms Ba2 Rating on $350MM Sr. Sec. Notes ------------------------------------------------------------------- Moody's Ratings has affirmed the Ba2 rating assigned to Prumo Particip. e Invest. S.A. - (Prumo Par)'s $350 million Senior Secured Notes due in 2031. The outlook remains stable. RATINGS RATIONALE This rating action follows Prumo Logística S.A.'s (Prumo) December 16, 2025 announcement that it had sold the entirety of its indirect equity in Prumo Par to Geométrica Capital Investimentos em Logística S.A. The ratings affirmation takes into consideration that the acquisition by Geométrica Capital Investimentos em Logística S.A. was cash-funded, with no additional debt incurred at either the operating company level (Ferroport) or the issuer level (Prumo Par). Robust structural protections, including negative covenants that restrict new indebtedness and a well-defined cash waterfall for debt service, further safeguard secured creditors against adverse changes in financial policy following the change of control. Moreover, Moody's expects the transaction will not lead to material changes in the management practices overseeing Ferroport. Prumo Par's Ba2 senior secured rating reflects Ferroport's stable and predictable revenue profile, that derives from its long-term take-or-pay (ToP) agreement with Anglo American Minério de Ferro do Brasil S.A. (Anglo Brazil), a subsidiary of Anglo American plc (Baa2 stable). The ToP contract guarantees annual shipments of 26.6 million wet metric tons (WMT) through the T-Ore Terminal, with a fixed tariff of USD8.2129 per WMT (as of 2025), adjusted annually by 67% of the US Producer Price Index. This arrangement secures approximately 88% of Ferroport's revenue, shielding it from volume and commodity price risks. In addition, the T-OIL terminal generates revenue through a structured tariff system paid by Açu Petróleo S.A. and its affiliates for the use of shared port infrastructure. Discounts apply based on throughput volumes and timeframes, with up to 80% discounts available for high-volume users through 2038. This dual-revenue model provides a stable and predictable cash flow base for Prumo Par, while also introducing some concentration risk due to the reliance on a single offtaker. The Ba2 rating also reflects Ferroport's strong competitive position, underpinned by its exclusive integration with Anglo American's Minas-Rio mine via a dedicated 529 km slurry pipeline. This mine-to-port logistics chain ensures operational efficiency, cost competitiveness, and product quality, making Ferroport the natural and preferred export route for Minas-Rio's high-grade pellet feed, which is in growing demand globally due to steel decarbonization trends. The terminal's infrastructure, licensed for 30 Mtpa and consistently achieving high availability and throughput, enables it to handle volumes at or near capacity. Benchmarking against other major Brazilian export terminals (such as Tubarão, Ubu, and Sudeste), Ferroport demonstrates near-full utilization, high loading rates, and minimal operational bottlenecks, while its dedicated pipeline connection provides a significant Opex advantage over rail-based alternatives. The take-or-pay contract with Anglo American, running through 2039, secures stable revenues and shields Ferroport from volume and price risk, while the integration of Vale's Serpentina resource into Minas-Rio further supports long-term throughput and utilization. Although alternative export routes exist, such as Tubarão and Sudeste, these would require substantial new infrastructure investments and lack the same level of integration, making it unlikely that Anglo American would shift away from Ferroport for core volumes even after the current contract expires. The Ba2 rating also incorporates the leveraged debt amortization profile, that is composed of fixed target payments sculpted to achieve a 1.25x minimum debt service coverage ratio (DSCR). As of the last twelve months to June 2025, the legal DSCR as calculated by us reached 1.2x. This ratio considers actual cash flows paid by Ferroport as dividends to Prumo Par and the legal amortization schedule without cash sweep, as per the bond documentation. Moody's base case considers an average legal DSCR of 1.4x for the next 12-18 months. The structural features on Prumo Par's debt are designed to help mitigate credit risk, supporting a one-notch uplift in the rating methodology scorecard. The senior secured notes benefit from a comprehensive collateral package, including first-priority pledges over 100% of the shares in Prumo Par, and the 50% stake in Ferroport, along with associated powers of attorney and credit rights. The structure includes a 6-month debt service reserve account (DSRA), strict distribution lock-up tests tied to compliance with target amortization schedules and DSRA funding, and negative covenants that restrict additional indebtedness, asset sales, and affiliate transactions. Nonetheless the structure lacks tangible assets beyond the pledged shares of the issuer on the operating company and is exposed to some foreign exchange risk, increasing the creditors reliance on other contractual protections and governance controls to mitigate downside risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade is limited by the downsized production of the Minas-Rio iron ore project, and by Prumo Par's debt relatively weak structural features. Quantitatively an upgrade would be considered if the expected DSCR is consistently above 1.4x for the life of the transaction, combined with shipped volumes close to that of the ToP amount, and the bond outstanding amount aligned with the target amortization balance. An upgrade would also take into consideration Moody's views on the credit profile of Anglo Brazil, as the single project offtaker. Conversely, a downgrade would be considered if there is a significant and sustained deterioration in the Project's performance, such that credit metrics are consistently weaker than anticipated such as the legal DSCR is constantly below 1.25x or if the bond outstanding amount deviated significantly from the target balance profile, hence increasing refinancing risks. Negative rating pressure would arise if the ToP volume contract is materially affected by force majeure events, or if Moody's believes there is a deterioration in the offtaker's credit quality, shareholder's commitment to support for the Project or the overall governance structure for the transaction. Negative rating pressure could also derive from a multi-notch deterioration in Brazil´s sovereign credit quality (Government of Brazil, Ba1 stable). ISSUER PROFILE Prumo Participações e Investimentos S.A. (Prumo Par) is a special-purpose vehicle originally created to issue senior secured notes and monetize cash flows from Ferroport Logística Comercial Exportadora S.A. ("Ferroport"). Ferroport operates the T-ORE iron ore export terminal at the Port of Acu in Sao Joao da Barra, Rio de Janeiro. This terminal is the exclusive export route for iron ore produced by Anglo American's Minas-Rio mine, connected via a 529 km slurry pipeline. Its primary revenue source is a USD-denominated 25-year take-or-pay contract with Anglo American, expiring in June 2039, with automatic renewal rights under the Framework Agreement for an additional 35 years. Ferroport is a 50/50 joint venture between Prumo Par and and Anglo American. In December 2025, Prumo Logística S.A. ("Prumo") indirect parent of Prumo Par, sold 100% of its interest in the FP NewCo S.A., the direct parent of Prumo Par, to Geométrica Capital Investimentos em Logística S.A. (formerly 3Point2 Investimentos). As a result, Prumo Par is now indirectly wholly owned by Geométrica, a private investment company. Geométrica has expertise in mining, logistics, and infrastructure and was involved in the conception of the Port of Açu. LIST OF AFFECTED RATINGS Issuer: Prumo Particip. e Invest. S.A. - (Prumo Par) Affirmations: Senior Secured, Affirmed Ba2 Outlook Actions: Outlook, Remains Stable The principal methodology used in this rating was Privately Managed Ports published in April 2023. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. Since the last rating actions on this issuer, Moody's have updated Moody's approach to rating Prumo Particip. e Invest. S.A., and currently assign and monitor such rating using the Privately Managed Ports methodology (April 11, 2023). Previously, Moody's evaluated this issuer under the Generic Project Finance Methodology. ========= C H I L E ========= AUTOMOTORES GILDEMEISTER: Completes Exchange Offer With High Uptake ------------------------------------------------------------------- Automotores Gildemeister SpA announced the expiration and final results of the previously announced and extended: (i) offer to all Eligible Holders of the Company's 7.50% Junior Secured Notes due 2027 to exchange any and all of their outstanding Existing Junior Notes for new 7.50% Senior Secured PIK Toggle Notes due 2032 to be issued by AG Chile Holding II SpA, a newly incorporated holding company, and cash, and (ii) offer to all Eligible Holders of the Company's 10.00% Subordinated Notes due 2035 to exchange any and all of their outstanding Existing Subordinated Notes for new 10.00% Subordinated Secured PIK Toggle Notes due 2035 to be issued by the Issuer, and cash. Concurrently with the Exchange Offers, and on the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated November 21, 2025 (as supplemented on November 28, 2025 and on December 8, 2025, and as it may be further supplemented and amended from time to time, the "Exchange Offering Memorandum"), the Issuer commenced the solicitation of consents from Eligible Holders of the Existing Notes to adopt certain proposed amendments (the "Proposed Amendments") to the indentures governing the Existing Notes to: (a) eliminate substantially all of the restrictive covenants, certain events of default and related provisions and definitions contained in each of the Existing Notes Indentures and the Existing Notes, (b) with respect to the Existing Junior Notes and the indenture governing the Existing Junior Notes only, release the liens on all of the collateral securing such Existing Junior Notes and eliminate any requirement to provide collateral in the future to secure the Existing Junior Notes and (c) permit the Company, in its sole discretion and at any time upon or following the consummation of the Exchange Offers and the Consent Solicitations, to cause the applicable trustee for the Existing Notes (or any successor trustee appointed under the applicable indenture governing the Existing Notes) to: (i) exchange each beneficial interest in the existing global notes representing any Existing Notes and held via the book-entry facilities of DTC for one or more certificated or uncertificated notes representing such Existing Notes, in registered form, and (ii) maintain a register of such certificated or uncertificated notes in order to register the record ownership of such Existing Notes as well as transfers and exchanges of such Existing Notes. On December 18, 2025, the Company issued approximately $237,271,787 in aggregate principal amount of New 2032 Notes and approximately $105,101,526 in aggregate principal amount of New 2035 Notes in exchange for Existing Notes that were validly tendered at or prior to the Early Exchange Time and not subsequently withdrawn in the applicable Exchange Offer. Additionally, the supplemental indentures giving effect to the Proposed Amendments, entered into by the Company on December 12, 2025 with respect to each of the Existing Notes Indentures with the applicable Existing Notes Trustee (as defined in the Exchange Offering Memorandum) and, with respect to the Existing Junior Notes, the Existing Junior Notes Collateral Agent (as defined in the Exchange Offering Memorandum), and the guarantors party thereto, also became operative on the Early Settlement Date. As of 5:00 P.M., New York City time, on December 22, 2025, the Company received from Eligible Holders, after the Early Exchange Time, additional valid and unwithdrawn tenders and related Consents, as reported by the Exchange Agent, of $389,273 in aggregate principal amount of the Existing Junior Notes and $22,085 in aggregate principal amount of the Existing Subordinated Notes. The holders of all Existing Notes validly tendered after 5:00 P.M. on December 12, 2025 (the "Early Exchange Time"), but on or prior to the Expiration Time, will be eligible to receive the applicable Late Exchange Consideration (as set forth in the Exchange Offering Memorandum) on the Final Settlement Date. Such holders will also receive the applicable Final Settlement Accrued Interest (as defined in the Exchange Offering Memorandum), which will be paid in cash by the Company in addition to the applicable Late Exchange Consideration to, but not including, the Early Settlement Date. No consideration will be paid for Consents in the Consent Solicitations. Interest will cease to accrue on the Final Settlement Date for all Existing Notes validly tendered after the Early Exchange Time and at or prior to the Expiration Time and accepted for exchange in the applicable Exchange Offer. The final settlement of the Exchange Offers for Existing Notes validly tendered after the Early Exchange Time and at or prior to the Expiration Time is expected to occur on December 24, 2025, subject to the satisfaction of the General Conditions (as defined in the Exchange Offering Memorandum). Upon completion of the final settlement of the Exchange Offers, the Company will have exchanged in total: (i) $306,546,504 in aggregate principal amount of the Existing Junior Notes for New 2032 Notes and cash, and (ii) $108,374,224 in aggregate principal amount of the Existing Subordinated Notes for New 2035 Notes and cash, in each case, as set forth in the Exchange Offering Memorandum. The New Notes and the offerings thereof have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or any state or foreign securities laws. The Exchange Offers and Consent Solicitations were made, and the New Notes were offered and will be issued, to holders of Existing Notes that are (a) reasonably believed to be qualified institutional buyers as defined in Rule 144A promulgated under the Securities Act, (b) non-U.S. persons, in transactions outside the United States, as defined in Regulation S under the Securities Act, or (c) "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act. S&P Global has been appointed as the exchange agent and information agent for the Exchange Offers and Consent Solicitations. Questions concerning the Exchange Offers and the Consent Solicitations may be directed to the Exchange Agent, in accordance with the contact details shown on the back cover of the Exchange Offering Memorandum. About Automotores Gildemeister SpA Automotores Gildemeister is a leading automotive distributor and dealer group founded in 1986 and headquartered in Santiago, Chile. The company is best known as the official distributor of Hyundai vehicles in Chile and Peru, and also represents other brands such as Volvo, Land Rover, Jaguar, JAC, Mahindra, Geely, JMC, among others. It operates across Chile, Peru and Costa Rica, with a network of own- and third-party dealers with over 1,000 employees regionally. Its business model includes vehicle sales (new and used), financing and insurance solutions, after-sales services, spare parts aiming to provide a comprehensive mobility ecosystem. Automotores Gildemeister has played a key role in Hyundai's growth in Latin America and maintains a strong market presence through innovation, customer service, and a diversified portfolio of automotive brands. =============== C O L O M B I A =============== COLOMBIA: Fitch Lowers LongTerm Foreign Currency IDR to 'BB' ------------------------------------------------------------ Fitch Ratings has downgraded Colombia's Long-Term Foreign Currency (LT FC) Issuer Default Rating (IDR) to 'BB' from 'BB+'. The Rating Outlook is Stable following the downgrade. Key Rating Drivers Rating Downgraded: Fitch has downgraded Colombia's ratings on persistent large fiscal deficits that will result in general government (GG) debt to GDP continuing to rise over the medium term and diverging further from the peer median. Fitch expects the lack of a credible fiscal anchor, increased fiscal spending rigidities and potential political constraints in implementing revenue raising measures will challenge prospects for fiscal consolidation after the 2026 election, regardless of the outcome. Colombia's ratings are supported by a track record of preserving macroeconomic and financial stability through several shocks, partly underpinned by an independent central bank. The ratings are constrained by high fiscal deficits, rising debt/GDP, a high interest burden, and high commodity dependence. High Primary Spending Growth; Large Primary Deficits: Fitch projects a central government (CG) fiscal deficit of 6.5% of GDP in 2025, significantly higher than Fitch's projection at end-2024. Although the projected deficit is slightly lower than 2024 (6.7% of GDP), this reflects the accounting treatment of sizable below-par debt buybacks carried out over the course of the year which Fitch estimates will reduce interest payments to 3.6% of GDP from the 4.7% estimated in June. However, Fitch estimates that primary spending will increase by 13% in 2025, leading to a primary deficit of 2.9% of GDP which is higher than the 2.4% observed in 2024, Fitch's prior expectations and the expected -0.1% for the 'BB' median. Continued Fiscal Deterioration in 2026: In October, the Congress downsized the government's proposed budget, leaving it with a funding gap of COP16 trillion (0.8% of GDP) to be met with additional revenue measures, but in December rejected the measures proposed by the government. Fitch forecasts a further deterioration in the CG deficit in 2026 to 7.5% of GDP, above the government's budget target of 6.2%, as the interest burden normalizes and that the outcoming and incoming authorities will be unable to take sufficient spending adjustments. Primary spending growth should moderate next year but remain higher than nominal GDP while the primary deficit rises further to 3.1% of GDP. Reduced Public Finances Predictability: Fitch sees downside fiscal risks to even its revised forecasts from continued revenue underperformance as well as the reluctance of the Petro administration to sacrifice its spending priorities. In June 2025, the government published its Medium-Term Fiscal Framework (MTFF) and invoked a fiscal rule escape clause with a three-year adjustment, arguing that adhering to the fiscal rule target would require a fiscal adjustment incompatible with macroeconomic stability. Challenges to Fiscal Consolidation: Mounting spending pressures and budgetary rigidities will make further deficit reduction difficult to achieve beyond 2026, in Fitch's view. Although Colombia has a record of implementing revenue-enhancing tax reforms to address fiscal pressures, Fitch anticipates revenue measures under the incoming administration to yield less than 1% of GDP in 2027. The political establishment and popular sentiment have turned against tax initiatives or spending cuts in recent years. Spending rigidities (an estimated 88% of spending is directed to public salaries, pensions, transfers and interest payments) make significant cuts difficult to achieve. Debt Burden to Rise: Fitch expects the consolidated GG debt to increase to 62.8% of GDP in 2027 from a projected 59.0% in 2025, above the projected 2027 'BB' median of 54.4%. Although Colombia's GG interest/revenue ratio is expected to temporarily fall to 12.9% in 2025 from 16.5% in 2024 due to the interest reduction from the 2025 debt buybacks, Fitch expects the ratio to rise sharply to 15.4% in 2026, well above the 'BB' median of 11.6%. Fitch sees risks to the debt trajectory from further fiscal slippage, growth underperformance, higher-than-projected borrowing costs or exchange-rate depreciation given that 32% of total GG debt is denominated in foreign currency. Growth to Pick Up Modestly: Fitch said, "We project economic growth to accelerate modestly in 2026 to 2.9% from 2.7% in 2025 on the back of resilient consumer spending and incipient recovery in investment. However, uncertainties about trend growth persist since investment to GDP fell significantly during the pandemic and has only recovered to 17% in 2025. Fitch believes the ratio will remain below historic levels (averaging 22% of GDP from 2010 to 2020) throughout the forecast period. The stimulative impact of the projected significant minimum wage increase and a loose fiscal stance could be curtailed by tighter monetary policy." Reforms to Stall Ahead of Elections: The proximity of the 2026 congressional elections, scheduled for March, will limit the scope for progress on President Gustavo Petro's reform agenda. In addition to the failed tax bill for the 2026 budget, the 2024 pension reform was suspended by the Constitutional Court citing procedural irregularities in the Congressional vote. The transfers law passed last year requires additional legislation to be enacted, while healthcare reform has not gained traction in Congress. Political Uncertainties of Electoral Outcomes: Congressional elections are due by March 2026. Fitch expects the Congress will remain highly fragmented, which will make building coalitions important for whoever wins the presidency to advance their reform agenda. The first-round presidential elections will be held in May 2026 and there is little clarity on who will progress to a second round in June, let alone the presidential outcome or the likely economic or fiscal policy agendas. Inflation Proves Sticky: Fitch expects annual inflation to ease to 4.5% by end-2026 from 5.2% at end-2025. Inflation has remained above the central bank's 3% (+/- 1 pp) target since July 2021. Strong domestic demand, high minimum wage increases, and widespread indexation have led to a slower disinflation process than most countries in the region. Increasingly, the central bank has sited fiscal concerns in its policy decisions. Given continued strong inflationary pressures and unanchored inflation expectations, Fitch believes that the central bank will begin to raise rates next year from its current 9.25%, with increases totaling 100 basis points in the cycle. Current Account Deficit to Widen: The current account deficit is expected to widen in 2026 to 2.9% of GDP from 2.5% in 2025 on the back of higher imports due to strong domestic demand, a stronger peso, and some weakness in coal and oil prices, slightly above the projected 2.7% deficit median for 'BB' peers. Foreign direct investment (FDI) has proven resilient to political uncertainties, reaching an estimated USD13 billion in net terms in 2025. Fitch expects similar levels of net FDI in 2025-2026, thus largely financing the current account deficit. Adequate Reserves: The central bank has accumulated reserves to boost its external liquidity position to an expected USD64 billion as of end-2025, nearly seven months of current account payments. In October 2025, the government terminated an IMF two-year flexible credit line of USD8.1 billion after the IMF temporarilly suspended the line citing fiscal concerns earlier. ESG - Governance: Colombia has an ESG Relevance Score (RS) of '5' for both Political Stability and Rights and for the Rule of Law, Institutional and Regulatory Quality and Control of Corruption. Theses scores reflect the high weight that the World Bank Governance Indicators (WBGI) have in Fitch's proprietary Sovereign Rating Model (SRM). Colombia has a medium WBGI ranking at 42.9 reflecting a track record of violence but peaceful political transitions, a moderate level of rights for participation in the political process, moderate institutional capacity, established rule of law and a moderate level of corruption. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- Public Finances: A significant increase in Colombia's GG debt-to-GDP ratio, for example from persistently high fiscal deficits, weak growth, deterioration in borrowing conditions and/or exchange rate depreciation; -- Macro: Deterioration of investment and medium-term growth prospects. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Public Finances: Implementation of a credible fiscal consolidation strategy that leads to a stabilization in the GG debt-to-GDP ratio over the medium term; -- Macro: Improved growth prospects, while preserving macroeconomic and financial stability, through higher investment levels and/or growth enhancing reforms. Sovereign Rating Model (SRM) and Qualitative Overlay (QO) Fitch's proprietary SRM assigns Colombia a score equivalent to a rating of 'BB+' on the LT FC IDR scale. Fitch's sovereign rating committee adjusted the output from the SRM to arrive at the final LT FC IDR by applying its QO, relative to SRM data and output, as follows: -- Public Finances: -1 notch to reflect sustained large fiscal deficits, the lack of a credible fiscal anchor, rising expenditure rigidities, and political difficulties to reforms that could materially lift revenues. Fitch's SRM is the agency's proprietary multiple regression rating model that employs 18 variables based on three-year centered averages, including one year of forecasts, to produce a score equivalent to an LT FC IDR. Fitch's qualitative overlay is a forward-looking qualitative framework designed to allow for adjustment to the SRM output to assign the final rating, reflecting factors within Fitch's criteria that are not fully quantifiable and/or not fully reflected in the SRM. Debt Instruments: Key Rating Drivers Senior Unsecured Debt Equalized: The senior unsecured long-term debt ratings are equalized with the applicable Long-Term IDR, as Fitch assumes recoveries will be 'average' when the sovereign's Long-Term IDRs is 'BB-' and above. No Recovery Ratings are assigned at this rating level. Country Ceiling The Country Ceiling for Colombia is 'BB+', 1 notch above the LT FC IDR. This reflects moderate constraints and incentives, relative to the IDR, against capital or exchange controls being imposed that would prevent or significantly impede the private sector from converting local currency into foreign currency and transferring the proceeds to non-resident creditors to service debt payments. Fitch's Country Ceiling Model produced a starting point uplift of +1 notch above the IDR. Fitch's rating committee did not apply a qualitative adjustment to the model result. RATINGS ACTION Rating Prior ------ ----- Colombia LT IDR BB Downgrade BB+ ST IDR B Affirmed B LC LT IDR BB Downgrade BB+ LC ST IDR B Affirmed B Country Ceiling BB+ Downgrade BBB- senior unsecured LT BB Downgrade BB+ Senior Unsecured- Local currency LT BB Downgrade BB+ ============= J A M A I C A ============= JAMAICA: Moody's Ups Issuer Rating to Ba3, Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings has upgraded the Government of Jamaica's long-term issuer and senior unsecured ratings to Ba3 from B1, and the senior unsecured shelf rating to (P)Ba3 from (P)B1. The outlook has been changed to stable from positive. The rating upgrade reflects a decade-long strengthening of Jamaica's institutional and policy frameworks, which has anchored fiscal discipline and enhanced monetary credibility. Successive administrations have adhered to fiscal rules, maintained sizeable primary surpluses, and reduced government debt by nearly 40 percentage points of GDP since 2020, outperforming peers. These improvements, alongside reforms that bolster financial sector oversight and disaster risk management, support Moody's views that the temporary fiscal deterioration caused by Hurricane Melissa will not derail Jamaica's medium-term trajectory of debt reduction and policy stability. The stable outlook balances Jamaica's improved credit fundamentals against ongoing structural constraints and external vulnerabilities. Moody's expects the government will maintain its commitment to sustained primary surpluses, keeping debt on a steady downward path, aside from a short-term increase related to disaster recovery spending. However, Jamaica's small economy, reliance on tourism, modest growth prospects, and high foreign-currency debt make it vulnerable to external and climate-related shocks. Structural constraints, including modest growth, low income levels and high exposure to physical climate risk, remain, but are balanced by institutional preparedness and concessional financing. In a related action, Moody's also upgraded the backed senior unsecured debt rating of government-related entity, Air Jamaica Limited to Ba3 from B1. The rating is based on an explicit debt guarantee provided by the government. The rating outlook was also changed to stable from positive. Jamaica's long-term local-currency ceiling increased to Baa2 from Baa3, and the long-term foreign-currency ceiling increased to Ba1 from Ba2. The four-notch gap between the local-currency ceiling and the sovereign rating reflects the strong rule of law and policy predictability, along with limited government intervention in the economy and low political risk. The two-notch gap between the foreign-currency ceiling and the sovereign rating incorporates the government's solid institutional capacity, balanced against a moderately high external debt burden and a relatively closed capital account. RATINGS RATIONALE INSTITUTIONAL DISCIPLINE WILL ANCHOR FISCAL DISCIPLINE AND ECONOMIC RESILIENCE Jamaica's upgrade is underpinned by the strengthening of institutions and governance over the past decade. The government has consistently adhered to the fiscal responsibility framework, sizeable primary surpluses, and a medium-term debt target of 60% of GDP. Oversight bodies such as the Independent Fiscal Council have enhanced transparency and compliance. This track record across political cycles supports Moody's views that policy aimed at sustaining macroeconomic and financial stability is now durably embedded and will support a renewed decline in government debt once the fiscal impact of Hurricane Melissa has passed and reconstruction moves toward completion. Reforms to the monetary policy framework, including greater central bank independence and a clear inflation-targeting regime, have enhanced monetary policy credibility and anchored inflation expectations. The central bank has promoted exchange rate liberalization, de-dollarization, and greater banking competition. As a result of policy and institutional strengthening, Jamaica has faced Hurricane Melissa from a position of significantly improved credit strength. The government reduced its debt burden from over 100% of GDP in 2020 to 64% in the fiscal year ending March 31, 2025 (FY2024/25) and targeted a primary surplus above 5% of GDP in FY2025/26. The pace of debt reduction—38 percentage points in five years—outperforms the Ba-rated median improvement of 7 percentage points and is the second largest reduction among Ba-rated sovereigns. In addition, international reserves now cover 32 weeks of imports, and Jamaica will maintain a small current account surplus even with the shock to tourism earnings. While hurricane Melissa represents a severe shock to Jamaica's economy, causing US$8.8 billion in damages according to the World Bank, Moody's expects Jamaica to resume its downward debt trajectory post-shock. Moody's forecasts a real GDP contraction of nearly 2% in 2025 and zero annual growth in 2026. Emergency and reconstruction spending will lift general government expenditure by 5 percentage points of GDP higher than pre-storm forecasts. Moody's projects the debt-to-GDP ratio to rise to 68% in FY 2025/26, returning to the pre-storm level of 64% of GDP in FY 2028/29. Even if growth and fiscal recovery lag Moody's baseline assumptions, Jamaica's strengthened institutions, fiscal framework, and external buffers provide sufficient resilience to maintain credit metrics consistent with the Ba3 rating category. SHOCK-ABSORPTION FRAMEWORK AND RAPID RESOURCE MOBILIZATION DEMONSTRATE RESILIENCE TO CLIMATE-RELATED SHOCKS The government has mobilized approximately $6.7 billion in financial support from international financial institutions to help address the economic and fiscal impact of Hurricane Melissa. The package's scale and concessional structure substantially mitigate near-term liquidity pressure and limit the deterioration in debt metrics, supporting Moody's views that Jamaica can absorb this severe shock without compromising medium-term debt sustainability. Jamaica's disaster risk management toolkit, including catastrophe insurance, provides some offset. Access to approximately $660 million in immediate liquidity reduces the need for more expensive commercial borrowing. Jamaica will rely significantly on multilateral and official sources of financing on concessional terms to cover part of the reconstruction costs. This mix of insurance proceeds and relatively low-cost external financing will limit the impact of the hurricane on debt affordability compared with a scenario in which the government had to rely predominantly on commercial issuance. RATIONALE FOR THE STABLE OUTLOOK The stable outlook balances the near-term deterioration in economic growth and fiscal metrics against multilateral support, policy credibility, and diversified disaster financing, which together contain liquidity risks. Moody's expects primary surpluses to recover to around 2% of GDP from FY2027/28, with debt returning to a downward path after peaking in FY2025/26. Jamaica's small economy and modest growth prospects continue to limit resilience, with real GDP growth averaging 2.2% annually over the past decade, compared with 3.5% for Ba-rated sovereigns. Income levels also remain below similarly rated peers, underscoring structural constraints. Risks from execution delays, inflation persistence, additional climate events, and FX exposure are balanced by Jamaica's institutional preparedness and concessional financing. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE RISK Jamaica's ESG Credit Impact Score of CIS-3 reflects its exposure to environmental and social risks, which are mitigated by robust governance. Environmental risks mainly reflect the country's exposure to physical climate risk due to its significant exposure to weather-related natural disasters. Jamaica faces social risks due to the high crime rate and murder rate, which has a negative impact on the business environment and investment decisions. Jamaica's governance and institutions have built up a track record of improved fiscal performance and monetary policy effectiveness over the past decade. Jamaica's overall E-3 issuer profile score reflects the country's exposure to the impact of climate change. Jamaica is materially exposed to a number of weather-related natural disasters, such as hurricanes, tropical storms, earthquakes, droughts, floods, and landslides. These events will have a significant impact on Jamaica's credit profile: increasing volatility of GDP, lower revenue and increase government debt as a result of lower GDP growth and cost of reconstruction following severe tropical storms and hurricanes. While Jamaica remains highly exposed to climate shocks, as explained above, pre-arranged financing through CCRIF insurance and World Bank catastrophe bonds significantly reduces fiscal stress by providing rapid liquidity and covering most post-disaster funding needs. Jamaica's S-4 issuer profile score reflects exposure to social risks related mainly to health and safety, which captures the country's very high crime and murder rate. International estimates of the impact of crime suggest crime-related costs equal up to 4% of GDP, highlighting the negative impact on Jamaica's economic environment. In addition, high rates of outward migration, particularly among highly skilled workers, result in a loss of human capital. Jamaica's G-2 governance issuer profile score captures Jamaica's improving institutional capacity and policy effectiveness. Jamaica ranks particularly well regarding government effectiveness, control of corruption, and regulatory quality, which are all ranked between the 40th and 70th percentiles, while the rule of law is ranked in the 40th percentile among the sovereigns Moody's rate. Low wealth levels and an already high debt burden limit the degree of resilience. GDP per capita (PPP basis, US$): 13,329 (2024) (also known as Per Capita Income) Real GDP growth (% change): 0% (2024) (also known as GDP Growth) Inflation Rate (CPI, % change Dec/Dec): 5% (2024) Gen. Gov. Financial Balance/GDP: 0.2% (2024) (also known as Fiscal Balance) Current Account Balance/GDP: 3.1% (2024) (also known as External Balance) External debt/GDP: 61.7% (2024) Economic resiliency: ba1 Default history: At least one default event (on bonds and/or loans) has been recorded since 1983. On December 16, 2025, a rating committee was called to discuss the rating of the Jamaica, Government of. The main points raised during the discussion were: The issuer's economic fundamentals, including its economic strength, have not materially changed. The issuer's institutions and governance strength, have not materially changed. The issuer's governance and/or management, have not materially changed. The issuer's fiscal or financial strength, including its debt profile, has not materially changed. The systemic risk in which the issuer operates has not materially changed. The issuer's susceptibility to event risks has not materially changed. An analysis of this issuer, relative to its peers, indicates that a repositioning of its rating would be appropriate. Environmental and Governance factors were key drivers. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Upward pressure on the rating could emerge if Jamaica demonstrates sustained improvement in economic resilience, supported by productivity-enhancing reforms that sustainably increase real GDP growth, and a faster reduction in government debt would further contribute to positive rating pressure. Further strengthening of monetary policy transmission, including a track record of effective inflation targeting, and deepening of domestic capital markets would also support upward momentum. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS A downgrade could result from a sustained deterioration in Jamaica's fiscal and debt metrics, particularly if the government's commitment to fiscal consolidation weakens, leading to a reversal in the downward trajectory of the debt burden or further deterioration in debt affordability. A material erosion of Jamaica's external buffers or a significant decline in investor confidence could also exert downward pressure on the rating. The principal methodology used in these ratings was Sovereigns published in November 2022. The weighting of all rating factors is described in the methodology used in this credit rating action, if applicable. Jamaica's susceptibility to event risk of "baa" is set above the initial score of "ba" because there are no immediate contingent liabilities arising from the banking system, which remains well capitalized, profitable and liquid. This adjustment leads to a final scorecard-indicated outcome of Ba2-B1, compared to an initial scorecard-indicated outcome of Ba3-B2. The assigned rating is within the final scorecard-indicated outcome range. ===================== P U E R T O R I C O ===================== ERC MANUFACTURING: Creditors to Get Proceeds From Liquidation ------------------------------------------------------------- ERC Manufacturing Inc. submitted an Amended Plan of Reorganization for Small Business dated December 11, 2025. The Debtor seeks to establish a Liquidation plan to pay all secured creditors in full, except SBA claim #17, which is partially secured with debtor's business equipment. The remaining balance from the proceeds of the sale of all debtor's property, will be used to pay administrative expenses, priority and unsecured creditors on prorate basis. All of debtor's property is valued as follows: debtor's commercial real property valued in the amount of $375,000.00 which has three liens, (1) Banco Popular Claim #15, SBA Claim #18, and IRS Claim #10. All other property is encumbered by SBA Claim #17, which is secured with a registered chattel mortgage over all commercial, office, and machinery equipment, and tools, collectibles valued in the amount of $116,932.50, plus $4,916.67 in office equipment, $32,765.00 in vehicles, and approximately $50,000.00 of collectable account receivables. Although the instant case has an orderly liquidation appraisal for the mentioned amounts, the debtor will sell all of its property to the best bidder as a Chapter 7 Trustee would without incurring in liquidation expenses than those necessary to carry out the provisions of the plan and the need to liquidate in an expedited manner. This Liquidation Plan proposes to pay Debtor's creditors from the sale of debtor's sale of all its assets. Non-priority unsecured creditors holding allowed claims will receive distributions, upon the sale of debtor's property after all secured, priority and administrative expenses are paid. Class 3 consists of General Unsecured Claims. All unsecured creditors that timely filed their corresponding POC will receive any remaining balance from the sale of debtor's property on prorate basis and after liquidating all secured, priority and administrative expenses. The source of funds to achieve Consummation and to carry out the Plan shall be the Cash and the Remaining Assets during the liquidation of debtor's assets. The Liquidating Debtor shall attempt to liquidate, diligently and for the highest value reasonably possible, the Remaining Assets. The Liquidating Debtor may liquidate or abandon the Remaining Assets, including Causes of Action, based on the Liquidating Debtor's business judgment, without the need for further order of the Bankruptcy Court; provided, however, the Liquidating Debtor must provide with thirty days' advance written notice of any contemplated sale, liquidation or abandonment of assets. The debtor will continue operating its business as mentioned above and will continue administering all the assets of the estate to fund the plan. The Plan will be funded from the debtors' sale of all of its property interests. SBA's Claim 17 secured claims will be bifurcated into a secured and undersecured claim under Sections 506(a), and 1129(b)(2)(A)(i), as specified on Article 4 of the plan. All payments will be distributed within the next thirty days following the approval and confirmation of the plan, and after payment of all administrative expenses. Any carve out, if any, required to pay administrative expenses will be approved by the Bankruptcy Court. A full-text copy of the Amended Plan dated December 11, 2025 is available at https://urlcurt.com/u?l=1Hk1sK from PacerMonitor.com at no charge. Counsel to the Debtor: Juan Carlos Bigas Valedon, Esq. Juan C Bigas Law Office 515 Ferrocarril Urb. Santa Maria Ponce, PR 00717 Phone: (787) 259-1000 Email: cortequiebra@yahoo.com citas@preguntalegalpr.com About ERC Manufacturing Inc. ERC Manufacturing Inc. owns the property located at Carr 814 Km 0.8 Cedro Abajo, Naranjito, Puerto Rico, spanning 6,977.84 square meters. It includes a two-story commercial office building, two metal concrete industrial buildings, 28 parking spaces, two offices, two terraces, two workshops, two mezzanines, and two bathrooms. The appraised value is $213,000, as of July 27, 2016. ERC Manufacturing Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 25-00475) on February 4, 2025. In its petition, the Debtor reports total assets of $785,322 and total liabilities of $1,599,734. The Debtor is represented by Juan C. Bigas, Esq., in Ponce, Puerto Rico. GOLDEN TRIANGLE: Unsecureds Will Get 100% of Claims in Plan ----------------------------------------------------------- Golden Triangle Realty, SE filed with the U.S. Bankruptcy Court for the District of Puerto Rico a First Amended Joint Disclosure Statement describing First Amended Joint Plan of Reorganization dated December 11, 2025. The realties of all three Debtors were initially owned by the same owner, who bought them through Deed #17 of December 19, 1983. In said deed, which was perfected to segregate another property (the defunct Hotel Clarion), the realties now owned by Golden Triangle and Convention Center are depicted within the "Parcel A" on pages 2-3 since at that time they were all included in only one parcel of land including a hotel that was segregated as detailed in the deed, and the realties owned by Full House are depicted as "Parcels B, C, and D". As a result of the filing by Debtor of its Chapter 11 petition, Debtor has received the benefits of Section 362(a) of the Bankruptcy Code, which stays all collection actions and judicial proceedings against Debtor, thus preventing a run to the courthouse by creditors who had filed and were threatening suit, providing Debtor with the opportunity to file the Plan and Disclosure Statement, without the pressures that drove Debtor to file for bankruptcy, as envisioned by the Bankruptcy Code. Thereafter, Debtors and WM Capital engage in good faith efforts to try to reach a settlement regarding the value of Debtors' realties and the treatment of WM Capital's claim under the Plan. In exchange, Golden Triangle agreed to the lifting of the automatic stay but a stay was agreed by the parties until the negotiations ended. However, the parties were not able to reach an agreement and as such Debtors requested several extensions of the to amend their joint disclosure statement and plan of reorganization. On March 31, 2025 Golden Triangle filed an informative motion notifying the Court and the Bankruptcy Estate that it was holding an "open house" to gauge the volume of interested parties in purchasing its realties. As a result of said "open house" and the continuous efforts made by Debtor to obtain interested parties, Debtor has obtained letter of interest for one hundred and twenty-nine apartments with sales prices ranging from $199,000.00 to $235,000.00. The Debtor's Plan contemplates the sale of its realty in order to make all the payments to creditors. As evidenced by the most current appraisal of Debtors' realties and more particular the letters of interest obtained from third parties for the purchases of one hundred and twenty nine apartments with sales prices ranging from $199,000.00 to $235,000.00, as detailed at the table at Page 120 of the appraisal, the sale of said apartments and all other realties owned by Debtors will yield sufficient funds to pay all creditors in full (with the exception of the claim belonging to an affiliated corporation). Class 2 consists of Holders of Allowed General Unsecured Claims. The Holders of Allowed General Unsecured Claims (except the claim from an affiliated corporation) shall be paid in full after the full payment of Class 1, which is expected to occur within three years from the Effective Date. The allowed unsecured claims total $114,170.00. This Class will receive a distribution of 100% of their allowed claims. Class 2 is impaired under the Plan. The members of this Class will be entitled to vote to accept or reject the Plan. Class 3 consists of Holders of Shares or Membership Units. The holders of shares or membership units in any of the Debtors will not receive any monetary distribution for their interest under the Plan and will retain their shares or membership units unaltered. The Debtor's proposed dividend to the General Unsecured Claims will be funded from the sale of Debtor's assets. Payments to the Holders of Allowed Administrative Expense Claims and Priority Tax Claims will also be paid from the sale of Debtor's assets. A full-text copy of the First Amended Joint Disclosure Statement dated December 11, 2025 is available at https://urlcurt.com/u?l=jEqHCT from PacerMonitor.com at no charge. Counsel to the Debtor: Alexis Fuentes-Hernandez, Esq. FUENTES LAW OFFICES, LLC P.O. Box 9022726 San Juan, PR 00901 Telephone: (787) 722 5216 Facsimile: (787) 722 5206 Email: fuenteslaw@icloud.com About Golden Triangle Realty Golden Triangle Realty S.E. is engaged in activities related to real estate. Golden Triangle Realty, S.E. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-04514) on Oct. 21, 2024. In the petition signed by David Santiago Martinez, president, the Debtor disclosed $19,811,659 in assets and $47,255,382 in liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. The Debtor tapped Alexis Fuentes-Hernandez, Esq., as counsel and Albert Tamarez Vasquez, CPA, at Tamarez CPA, LLC as accountant. ============= U R U G U A Y ============= HDI SEGUROS: Moody's Affirms 'Ba1' IFS Rating, Outlook Stable ------------------------------------------------------------- Moody's Ratings has affirmed the Ba1 insurance financial strength rating (IFSR) of HDI Seguros S.A. (HDI Uruguay). The outlook remains stable. RATINGS RATIONALE In affirming HDI Uruguay's IFSR, Moody's considered the company's diversified product offerings across property and casualty insurance lines, robust profitability metrics, especially since 2023, and healthy capital position. The company's small size and pressures arising from the recent ownership change are also incorporated in the rating. In October 2025, following regulatory approvals, Barbuss (Global) S.A. completed the acquisition of HDI Uruguay from Talanx AG. This followed its earlier acquisition in August 2025 of Talanx AG's former insurance company in Argentina, now named Barbuss Risk Seguros (Argentina) S.A., which formerly operated as HDI Seguros S.A. This Argentinean entity owns 90% of HDI Uruguay. Moody's anticipates that the integration of HDI Uruguay into the Barbuss group and its rebranding may impact HDI Uruguay's business and financial profiles. This is particularly relevant for asset quality, capital, and financial flexibility, as HDI Uruguay is no longer under the management of a large international insurance group. The Ba1 rating incorporates the company's strong capital position that, however, was negatively impacted recently by a $5.9 million intercompany loan made by HDI Uruguay to its ultimate parent, Barbuss Global, a holding company based in Uruguay that oversees the group's insurance operations. This exposure, accounting for nearly 13% of HDI Uruguay's total assets and 43% of its shareholders' equity, is considered a high-risk asset. HDI Uruguay's Gross Underwriting Leverage stood at robust 4.0x at the end of 2024, although capital adequacy has been impacted by the intercompany loan. As a consequence, the company's surplus over minimum regulatory capital requirements dropped to 34% in September 2025, from 117% at the end of 2024. Barbuss Global already owned an insurer in Uruguay, Barbuss Risk Seguros (Uruguay) (Barbuss Uruguay). Should the group opt to merge the two insurance companies they now own in Uruguay, Moody's foresees minimal impact on the consolidated HDI Uruguay's credit profile. This is due to Barbuss Uruguay's relatively small scale, with its premiums representing only 4% of HDI Uruguay's as of September 2025. The Ba1 rating is supported by HDI Uruguay's robust profitability in recent years, with an average return on capital of 20.2% over the past five years, and a solid performance until September 2025. Despite the pressures, Moody's expects the company to sustain a market position, overall business and financial profiles commensurate with its rating, which supports the stable outlook. However, Moody's also incorporated in the rating risks arising from the change in ownership. Consequently, Moody's have changed HDI Uruguay's governance issuer profile score (IPS) to G-3, from G-2. Additionally, Moody's changed its ESG credit impact score (CIS) to CIS-3, from CIS-2, reflecting Moody's views that the governance component of its IPS scores has the potential of having a negative impact on its ratings over time if the recent ownership change results in a more aggressive financial strategy that noticeably affects the company's financial profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Downward pressures in the rating could arise from a deterioration in its financial profile as a result of sustained underwriting losses in its P&C products and the decline in capital adequacy (for example, GUL above 5x). Conversely, the following factors could lead to upward pressure on the rating: (i) an improvement in the company's underwriting performance, with the combined ratios for P&C segments remaining below 100% on a sustained basis, (ii) a significant and sustained improvement in the company's market share, and (iii) stronger capital metrics, including both gross underwriting leverage and the surplus over minimum regulatory requirements. The principal methodology used in this rating was Property and Casualty Insurers published in April 2024. HDI Uruguay's rating is set four notches below the "Preliminary standalone outcome" of A3 to reflect the expected trend of asset quality and capital adequacy, including the impact of a significant intercompany loan on its balance sheet. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Latin America is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA, Marites O. Claro, Joy A. Agravante, Rousel Elaine T. Fernandez, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2746. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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